Last Updated: 24th September 2018
USERS IN EUROPE ONLY: IF YOU ARE AN INDIVIDUAL BASED IN EUROPE, WHO USES THIS SITE AS A CONSUMER, PLEASE NOTE THAT THESE TERMS APPLY TO YOU AS AMENDED BY THE EUROPEAN SPECIFIC TERMS CONTAINED IN SECTION 21.
- Application of Terms.
- Applicability. These Terms govern such purchase and sale transactions made through the on-line Product ordering system this Site, as well as your use of this Site. These Terms are applicable only to transactions made on this Site; other Huddly websites on the Internet may have different terms and conditions. Orders by minors (persons under the age of 18) are prohibited under these Terms and from this Site. These Terms shall apply unless you have signed a separate, written purchase agreement with Huddly.
- Updates to Terms. Huddly reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. Huddly also may change or modify these Terms from time to time, with or without notice, with such revised terms applicable from the date posted. You should recheck the effective date of the Terms posted on this Site prior to each transaction you make on this Site to determine if you have reviewed the version applicable to your transaction, including without limitation, Products ordered that were previously saved in this Site’s shopping cart mechanism. Huddly has posted above the effective date of this version of these Terms for your reference.
- Price Quotes and Pricing. Any price quotations provided by Huddly on this Site shall be valid for the period stated on the Site or in the quotation. If no time period is stated, then the price charged for an order will be the price in effect the day Huddly accepts the order.
- Order Processing and Orders. Barring problems contacting credit bureaus and financial institutions, orders are typically processed the same day as entered. Orders placed on this Site are not binding until accepted by Huddly, via e-mail order confirmation or otherwise in writing. Orders for Products purchased on this Site are subject to Huddly’s prior review and approval of your credit card, and, if you are a business (i.e. not an individual consumer), your tax/VAT number.
- Payment Terms.
- General. Terms of payment shall be determined at Huddly’s sole discretion. Unless otherwise set forth in an invoice, payment for Products shall be made by credit card. You must provide Huddly with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to purchasing any Products. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Huddly with your credit card number and associated payment information, you agree that Huddly is authorized to immediately invoice you for all fees and charges due and payable to Huddly hereunder and that no additional notice or consent is required. You agree to immediately notify Huddly of any change in your billing address or the credit card used for payment hereunder.
- Prices and Taxes. Product prices shall be identified on the on-line order form at the time of your order placement (prices of Products saved in the shopping cart mechanism will be updated when you place your order if any price changes are applicable) and are in United States Dollars ($US). Huddly may change Product prices at any time without notice. Prices do not include charges for applicable taxes. The on-line order form provides an estimate of applicable tax charges. Actual charges may vary and will be reflected on the Product invoice or on your credit card bill for Products purchased or downloaded from this Site. Unless you provide Huddly with a valid tax exemption certificate applicable to the Product ship-to location prior to Huddly’s acceptance of the order, you are responsible for sales and all other taxes associated with the order.
- License to Software. All Products ordered from this Site are subject to the terms and conditions of Huddly’s Software License Agreements (“Huddly Software License Agreements”) which are located below. Before purchasing, downloading, installing or otherwise using such Products you are required to agree to be bound by the terms of the Huddly Software License Agreements for the Product, a copy of which you may preview below prior to ordering such Products. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING PRODUCTS, EXCEPT AS MAY BE EXPRESSLY PROVIDED OR PERMITTED IN THESE SITE TERMS AND/OR THE HUDDLY SOFTWARE LICENSE AGREEMENTS, IS EXPRESSLY PROHIBITED.
- Limited Product Warranty. All Products are governed by the Huddly Limited Warranties located at www.huddky.com/warranty. Huddly reserves the right to modify the terms of its limited warranty statements at any time, in its sole discretion, applicable to future sales of such Products from and after the implementation of the modified limited warranty statement. THE SOFTWARE IS PROVIDED BY HUDDLY “AS IS” WITHOUT ANY WARRANTY FROM HUDDLY OF ANY KIND WHATSOEVER. HUDDLY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.
- Product Availability, Delivery Dates, Title and Risk of Loss. Huddly does not guarantee the availability, for sale or otherwise, of any Products depicted on this Site. Product availability may be limited, and Products may not be available for immediate download or shipment at the time an order is placed. Huddly may restrict or limit quantities. For all Products, title and risk of loss for such Products pass from Huddly to you upon download, or shipment, (as applicable) of the Product. Huddly reserves the right, without liability or prior notice, to revise, discontinue or cease to make available certain Products or to cancel any order. Huddly may ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in Huddly’s on-line specification and the Site pages are possible. If you are the end user of the Product, then you agree to the terms of the End User Licence Agreement located at https://www.huddly.com/eula/. If you are purchasing the Product for or on behalf of the end user of the Product (whether directly or indirectly), then you agree to ensure that the end user of the Product complies with the terms of the End User Licence Agreement located at https://www.huddly.com/eula/.
- Use of Site. Your use of the Site is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or any portion of thereof, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other the Site (including images, text, page layout or form) of Huddly; (c) you shall not use any metatags or other “hidden text” using Huddly’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and or (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site. You acknowledge and agree that Huddly and its licensors are the sole and exclusive owner of the Site.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Huddly through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Huddly has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Huddly a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Site and Huddly’s products and services.
- Force Majeure. Huddly will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder due to any cause which is beyond its reasonable control.
- Exclusion and Limitation of Liability. FOR ANY BREACH OF THESE TERMS, OR YOUR USE OF THIS SITE OR ANY PRODUCT, YOUR SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE PRODUCTS OR OTHER CLAIMS SHALL BE, AT HUDDLY’S OPTION, REPAIR OR REPLACEMENT OF THE APPLICABLE PRODUCT, OR REFUND OR CREDIT OF THE PURCHASE PRICE OF THE PRODUCT, PROVIDED THAT IN NO EVENT SHALL HUDDLY’S MAXIMUM LIABILITY EXCEED THE TOTAL PRICE OF THE PRODUCT ORDERED BY YOU. IN NO EVENT SHALL HUDDLY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF THESE TERMS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN IF HUDDLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OR OTHERS CONTAINED IN THESE TERMS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- Indemnification. You agree to indemnify and hold Huddly, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Huddly Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, Site; (b) your violation of the Terms; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations. Huddly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Huddly in asserting any available defenses. You agree that the provisions in this section will survive any termination the Terms or your access to the Site.
- Governing Law and Venue. These Terms will be governed by and interpreted in accordance with the laws of Norway without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any order or sale under these Terms.
- Termination of these Terms. These Terms will commence on the date you accept them (as described in the preamble above) and remain in full force and effective while you use the Site, unless terminated earlier in accordance with these Terms. Either you or Huddly may terminate these Terms upon written notice to the other. Upon termination of these Terms, your right to use the Site will automatically terminate. All provisions of these Terms, which by their nature should survive, shall survive termination of these Terms, including without limitation, those sections entitled “Exclusion and Limitation of Liability” and “Indemnification”.
- Compliance with Laws and Export Regulations. You agree to comply with all applicable laws concerning the purchase, license and use of the Products. The transfer of technology across national boundaries is regulated in some jurisdictions, including without limitation, by the United States Government. You agree not to acquire, ship, transport, export or re-export Products, directly or indirectly, into any country in violation of any applicable law (including, but not limited to, the United States Export Administration Act and the regulations promulgated thereunder) nor will you use Products for any purpose prohibited by such laws. You agree that you shall not export any such software, product or technical data that may be available on this Site to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. By ordering such Product or downloading or using any such Product, you agree to comply with these terms and conditions. (For your information, the United States export laws currently prohibit the export of certain technical data, products and software into Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria, or any national or resident of those countries, or to, among other persons, anyone on the United States Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Table of Deny Orders or any Executive Orders naming additional persons or entities.)
- Headings. The headings of each of these Terms are for convenience of reference only and shall not form part of these Terms. Such headings shall be ignored in the interpretation or construction of any of these Terms.
- Waivers. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of these Terms will continue in full force and effect.
- Electronic Communications. The communications between you and Huddly use electronic means, whether you visit Site or send Huddly e-mails, or whether Huddly posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Huddly in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Huddly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Entire Agreement. These Terms and the Huddly Limited Warranties, effective as of the date Huddly accepts your Product order, all of which are incorporated into and made apart of these Terms by this reference, constitute Huddly’s and your complete and final statement of the parties’ agreements and understandings relating to the subject matter of these Terms (except for any applicable EULA), and supersedes any related prior agreements, understandings and discussions, oral or written.
- Order of Precedence. With regard to your license or use of any Product ordered under these Terms, to the extent there is any conflict or inconsistency between these Terms and terms of the Huddly Site Terms, and the Huddly Limited Warranties, the terms of the Huddly Limited Warranties will control and take precedence.
- Terms specific to users in Europe.
- General. These Terms shall apply to you only insofar as they are enforceable under the applicable laws of the jurisdiction in which you use Huddly or are ordinarily resident.
- Disapplied clauses. To the extent that they are not enforceable under the applicable laws of the jurisdiction in which you use Huddly or are ordinarily resident, the following Sections of the Terms shall not apply to you:
- Paragraphs 2 and 3 of the Preamble to the Terms;
- Section 13 (Indemnification);
- Section 21 (Dispute Resolution); and
- Sub-section 20.2 of Section 20 (Miscellaneous).
- Revised clauses. The Sections of the Terms listed below shall be deleted and replaced as follows:
- Section 7 (Limited Product Warranty) shall be deleted in its entirety and replaced with the following:
“7. Limited Product Warranty. All Products are governed by the Huddly Limited Warranties located at https://www.huddly.com/warranty. You expressly understand and agree that to the extent permitted by applicable law your use of this Site is at your sole risk, and the Products are provided on an “as is” and “as available” basis and they have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Products meet your requirements. To the extent you deal with us as, or on behalf of a business, Huddly expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of satisfactory quality, fitness for a particular purpose and non-infringement.”
- Section 12 (Exclusion and Limitation of Liability) shall be deleted in its entirety and replaced with the following:
“12. Exclusion and Limitation of liability.
- Commercial loss excluded. Subject to sub-section (d), below, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity arising as a result, or in the course, of your use of the Products.
- Only foreseeable loss covered. To the extent that we may be liable to you for loss you suffer as a result of your non-commercial use of the Products, we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms or our negligence up to the limit specified in sub-section (c), below. We are not responsible for any unforeseeable loss or damage you may suffer.
- Cap on liability. Subject to sub-section (d), below, our maximum aggregate liability under or in connection with the Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total price of the Product(s) ordered by you.
- What we do not exclude. Nothing in the Terms shall limit or exclude Huddly’s liability for:
- our willful misconduct;
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- our breach of any terms implied by section 46 (remedy for damage to device or to other digital content) of the UK Consumer Rights Act 2015 or any equivalent provision of consumer-protection law implemented in the European Union; or
- any other liability that cannot be excluded or limited by applicable law.”
- Section 14 (Governing Law and Venue) shall be deleted in its entirety and replaced with the following:
- “Governing Law and Venue. Please note that the Terms, their subject matter and their formation, are governed by Norwegian law. We both agree that the courts of Norway will have non-exclusive jurisdiction. However, if you are a resident of a country elsewhere in Europe, nothing in this section will prevent you from bringing proceedings in the jurisdiction in which you are ordinarily resident.”
- Additional Provisions. The following terms shall be added as a new Section 23:
- “Returns Policy”. For individual (i.e. non-business) customers in Europe, you have a legal right to change your mind within 14 days and receive a refund.
- If you are exercising your right to change your mind:
- We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop;
- The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of the Product(s) within 3-5 days at one cost but you choose to have the Product(s) delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option;
- We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
- If the Product(s) are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the Product(s) back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product(s) back to us;
- In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.